sábado, 3 de junho de 2017

The fastest way to have a Brazilian company

Incorporating a company in Brazil takes time. In average, 3 months (for details about incorporation ,please see this post).I have tried to speed up this process, but without much success. It depends on several independent things: availability of a translator, public hollidays, courier delivery, etc. Indeed, this is one of the aspects of Brazilian bureacracy and lack of competitivity. Each step of the task is slightly inneficient. Combined, they slow down the rythm of business. When the project includes a Brazilian partner, this hindrance does not matter much, because he will be expecting it and the plans would already have counted for the delay. But when the project is totally controlled by foreign parties, this kind of time is essentially counted as a waste. I have been experimenting with a system that is less safe, legally speaking, but that can be used to conduct business at a faster pace. Here it is: a) I will incorporate a service company in Brazil, with two nominee partners and one nominee director. The company will have the same name desired by the investor;b) the nominee partners and directors will enter into a quota/shares sales agreement with the future investor. This agreement will allow for a 60-day period in which the buyer (the investor) will be allowed to participate in the company`s management/c) the investor will prepare the documents required to take possession of the quotas/shares;d) meanwhile, the Brazilian company may enter into agreements with local partner. The company will refrain from issuing invoices, however. The invoices will be issued only after the foreign investors formally acquire the quotas. In short, the procedure is an acquisition of shelf-company. But with some additional agreements that ensure that the foreign investor will have control over the company even before they are formally the owners. This strategy is more expensive than a regular incorporation. There will be extra costs with the nominee partners, with additional agreements, etc.The advantage is that it could allow the foreign investors to conduct business in Brazil within 03 weeks, instead of 12 weeks. Business will be limited, of course, and this strategy will work better with service company. Also, import/export operations will not be possible at first, because any Brazilian company that is to engage in international trade must first obtain a license (the "Radar"). Even so, this strategy will allow investors to have a legal presence in Brazil much faster than usual.

ABOUT ME

My name is Adler Martins. I`m a Brazilian lawyer specialized in international trade, with over 15 years of experience. I represent foreign companies investing in Brazil and assist them with very practical advice in taxation, contracts and compliance matters.

I can write and speak English fluently and have developed deep knowledge in adapting concepts and terms of Common Law to the Brazilian legal frame. I have earned praise as an efficient negotiator of international contracts and facilitator of multi-party deals.

I have represented foreign companies in multi-million dollar transactions, including formation of Joint Ventures with Brazilian companies, purchase of mining and forest assets in Brazil and sales to the Brazilian government.

I`m a pioneer in the study of contract law applicable to agreements between Brazil and other BRIC countries.

I have a solid background in international taxation, and use it to assist cross-border transactions such as loans, IP licensing, offshore triangulation and import-export operations.I often work with start-up companies and have been working a lot with Bitcoin Arbitration.